Subsequent Events |
6 Months Ended |
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Jun. 30, 2025 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On August 6, 2025, the Company, the Borrower, and Blizzard Midco, LLC effected the transactions and entered into the agreements described below. Superpriority Credit Agreement On August 6, 2025, the Borrower entered into the Superpriority Senior Secured Credit Agreement, by and among the Borrower, Holdings, the lenders party thereto, and Blue Torch Finance, LLC, as administrative agent and as collateral agent (the “Superpriority Credit Agreement”). The Superpriority Credit Agreement governs a senior secured superpriority term loan facility in an aggregate principal amount of $115.0 million (the “Superpriority Facility”) consisting of (a) $80.0 million in new-money term loans (the “Superpriority New Money Term Loans”), of which (i) $40.0 million was funded on the closing date and (ii) $40.0 million is available as delayed-draw term loans, and (b) $35.0 million of roll-up term loans funded on the closing date (the “Superpriority Roll-Up Term Loans” and together with the Superpriority New Money Term Loans, the “Superpriority Term Loans”) resulting from the cashless conversion of a corresponding amount of Class A Revolving Loans at par that were outstanding under the Existing Credit Agreement into term loans on a dollar-for-dollar basis. Provided that no default or event of default has occurred and is continuing, delayed-draw term loans will be available to the Borrower on or after October 1, 2025, with the aggregate principal amount of such loans funded prior to November 1, 2025 not to exceed $15.0 million and prior to December 1, 2025, not to exceed $30.0 million, with the full amount available thereafter. The proceeds of the Superpriority Term Loans can be used for working capital and other general corporate purposes and to pay transaction fees and expenses. The Superpriority Facility matures on August 5, 2029. The Superpriority New Money Term Loans bear interest in cash, at the Borrower’s election from time to time, at either (i) Term SOFR plus 5.50% per annum (subject to a 3.00% SOFR floor) or (ii) Alternate Base Rate plus 4.50% (subject to a 4.00% Alternate Base Rate floor). Additionally, the Superpriority New Money Term Loans are also subject to a 2.00x multiple-on-invested-capital (“MOIC”), payable in cash upon partial or full repayment, prepayment, maturity or acceleration of the Superpriority Term Loans, which MOIC steps down to 1.75x for repayments occurring on or after January 1, 2026 but prior to April 1, 2027, and to 1.50x for repayments occurring on or after the closing date of the Superpriority Facility and prior to January 1, 2026. The Superpriority Roll-Up Term Loans bear interest and have payment and prepayment terms substantially consistent with the Class A Revolving Loans outstanding under the Existing Credit Agreement. Guarantees and Security All principal, interest, premium, fees and other obligations in respect of the Superpriority Term Loans are (i) jointly and severally guaranteed by the subsidiaries of the Company that guarantee the Existing Credit Agreement, and any future material subsidiaries that execute a joinder to the guaranty and related collateral agreements and (ii) secured by a first priority lien on substantially all of the Borrower’s and the guarantors’ assets, subject to certain customary exceptions, on a senior basis to, and with payment priority senior to, all obligations outstanding under the Existing Credit Agreement on the closing date, subject to certain exceptions. In addition, pursuant to the Superpriority Credit Agreement, the Borrower is not permitted to make voluntary or mandatory prepayments of the Class A Revolving Loans and/or the Existing Term Loans, other than payment of amortization in respect of the Existing Term Loans, prior to the repayment in full, in cash, of the Superpriority Term Loan obligations. Covenants and Other Matters Pursuant to the Superpriority Credit Agreement, the Borrower will be required to comply with a minimum liquidity covenant of (i) $5.0 million at the end of each calendar week, commencing with the calendar week beginning October 5, 2025, (ii) $15.0 million at the end of each calendar week, commencing with the calendar week beginning March 29, 2026, (iii) $20.0 million at the end of each calendar week, commencing with the calendar week beginning June 28, 2026, and (iv) $30.0 million at the end of each calendar week, commencing with the calendar week beginning September 27, 2026 and thereafter; provided, that during any period ending during the fiscal year ending December 31, 2026 and thereafter where the last business day of any calendar week therein occurs during the month of October, November or December, minimum liquidity shall instead be $10.0 million. The Superpriority Credit Agreement contains customary non-financial covenants consistent with the Existing Credit Agreement that limit, among other things, mergers and acquisitions; investments, loans, and advances; affiliate transactions; changes to capital structure and the business; additional indebtedness; additional liens; the payment of dividends; and the sale of assets, in each case, subject to certain customary exceptions. In addition, the Superpriority Credit Agreement contains a covenant pursuant to which the Borrower and its subsidiaries are restricted from pursuing certain “liability management transactions” without the consent of the lenders holding a majority of the Superpriority Roll-Up Term Loans, and also includes certain restrictions on future financings. The Superpriority Credit Agreement also contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, defaults under other material debt, events of bankruptcy and insolvency, failure of any guaranty or security document to be in full force and effect, and a change of control of the business. Amendment No. 14 to Existing Credit Agreement On August 6, 2025, the Borrower entered into Amendment No. 14 to the Existing Credit Agreement ( “Amendment No. 14”), which further amends the Existing Credit Agreement to, among other things, (i) terminate all revolving commitments under the Class A-1 Revolving Credit Facility (with no revolving loans under the Class A-1 Revolving Credit Facility being outstanding on August 6, 2025); (ii) terminate all Class A revolving commitments and extend the maturity date of the remaining Class A revolving loans outstanding to August 5, 2029; (iii) permit the Borrower to pay-in-kind a portion of the interest on the outstanding Existing Term Loans and/or the Class A Revolving Loans, such loans accruing interest at a rate equal to Adjusted Term SOFR plus 8.00% per annum, of which an amount of interest equal to at least Adjusted Term SOFR plus 4.50% is payable in cash with the remainder of such interest paid-in-kind; and (iv) waive the principal payments of the Existing Term Loans until December 31, 2026. Amendment No. 14 also removed each of the total cash leverage covenant, the asset coverage covenant and the budget variance covenant added by Amendment No. 13 and incorporated into the Existing Credit Agreement the additional reporting obligations and certain other provisions included in the Superpriority Credit Agreement. Issuance of Shares of Class A Common Stock As consideration for, and as a condition to, the lenders’ entry into Amendment No. 14, on August 6, 2025, the Company issued to lenders (or their affiliates) holding Class A Revolving Loans and Existing Term Loans (for these purposes, the “Subscribers”), pro rata based on their respective holdings thereof, an aggregate of 4,766,219 shares of Class A common stock, which represent an aggregate of 19.99% of the total issued and outstanding shares of the Company’s Class A common stock and Class B common stock, calculated as of immediately prior to the consummation of the transactions contemplated by Amendment No. 14, or 16.66% post-closing. The Subscribers will be entitled to certain customary registration rights with respect to the shares issued to them.
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